DE NEDERLANDSCHE BANK N.V. AMSTERDAM, THE NETHERLANDS

UNITED STATES OF AMERICA BEFORE THE

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.

STATE OF ILLINOIS DEPARTMENT OF FINANCIAL AND PROFESSIONAL REGULATION

NEW YORK STATE BANKING DEPARTMENT NEW YORK, NEW YORK

In the Matter of

ABN AMRO BANK N.V. Amsterdam, The Netherlands

ABN AMRO BANK N.V. NEW YORK BRANCH New York, New York

ABN AMRO BANK N.V. CHICAGO BRANCH, Chicago, Illinois

FRB Dkt. No. 05-035-B-FB

Order to issue a Direction (in Dutch, “Besluit tot het geven van een aanwijzing”); Order to Cease and Desist Issued Upon Consent

WHEREAS, De Nederlandsche Bank (“DNB”) is the home country supervisor of

ABN AMRO Bank N.V., Amsterdam, The Netherlands (“ABN AMRO”), a Netherlands bank;

WHEREAS, the Board of Governors of the Federal Reserve System (the “Board

of Governors”) is the host country supervisor in the United States of ABN AMRO, which is both

a foreign bank as defined in section 3101(7) of the International Banking Act (12 U.S.C.

§ 3101(7)), including its New York Branch and its Chicago Branch (collectively, the

“Branches”), and a registered bank holding company;

WHEREAS, the Illinois Department of Financial and Professional Regulation,

Division of Banking (the “IDFPR”), pursuant to the authority provided under Section 3 of the

Foreign Banking Office Act, (205 ILCS 645/1 et seq.) supervises and has examination authority

over the foreign banking office maintained by ABN AMRO in the state of Illinois;

WHEREAS, the New York State Banking Department (the “NYSBD”) is the

licensing agency of the New York Branch of ABN AMRO, pursuant to Article II of the New

York Banking Law (“NYBL”), and is responsible for the supervision and regulation thereof

pursuant to the NYBL;

WHEREAS, the Board of Governors, the NYSBD, the IDFPR (collectively, the

“U.S. Supervisors”), DNB (collectively with the U.S. Supervisors, the “Supervisors”), and ABN

AMRO have the common goal to ensure that ABN AMRO complies with United States federal

and state laws, rules and regulations wherever they are applicable within the United States or

across jurisdictional borders, that ABN AMRO fosters a strong commitment towards compliance

and has adequate compliance systems which cover in an appropriate manner all activities

concerning the United States, and that ABN AMRO effectively manages the financial,

operational, legal, reputational, and compliance risks of its operations in the United States;

WHEREAS, the U.S. Supervisors and ABN AMRO have mutually agreed to the

issuance of this combined Order to Cease and Desist Upon Consent against ABN AMRO and the

Branches, and DNB has decided to issue the Direction laid down in this Order to ABN AMRO

and the Branches (collectively, the “Order”);

WHEREAS, on July 23, 2004, ABN AMRO and the New York Branch entered

into a Written Agreement with the Federal Reserve Banks of New York and Chicago

(collectively, the “Reserve Banks”), the IDFPR, and the NYSBD designed to correct deficiencies

at the New York Branch relating to anti-money laundering policies, procedures, and practices

(the “Written Agreement”), and ABN AMRO and the New York Branch have taken substantial

steps to rectify the deficiencies set forth in the Written Agreement and continue to take

additional steps;

WHEREAS, after execution of the Written Agreement, and in response to its

requirements, ABN AMRO discovered and provided additional information to the Supervisors

regarding a pattern of previously undisclosed unsafe and unsound practices warranting further

enforcement action. Specifically, based on the information submitted by ABN AMRO and other

information gathered by the Supervisors:

A. ABN AMRO lacked adequate risk management and legal review policies and

procedures to ensure compliance with applicable U.S. law, and failed to adhere to those policies

and procedures that it did have. As a result, one of ABN AMRO’s overseas branches was able to

develop and implement “special procedures” for certain funds transfers, check clearing

operations, and letter of credit transactions that were designed and used to circumvent the

compliance systems established by the Branches to ensure compliance with the laws of the U.S.

In particular, the “special procedures” circumvented the Branches’ systems for ensuring

compliance with the regulations issued by the Office of Foreign Assets Control (“OFAC”)

(31 C.F.R. Chapter V). ABN AMRO failed to adequately review such “special procedures” to

determine whether the execution of the procedures was consistent with U.S. laws; and

B. ABN AMRO lacked effective systems of governance, audit, and internal control

to oversee the activities of the Branches with respect to legal, compliance, and reputational risk,

and failed to adhere to those systems that it did have, especially those relating to anti-money

laundering policies and procedures, including the procedures to implement the Currency and

Foreign Transactions Reporting Act, 31 U.S.C. § 5311 et seq. (the Bank Secrecy Act (the

“BSA”)); the rules and regulations issued thereunder by the U.S. Department of the Treasury (31

C.F.R. Part 103); and the suspicious activity reporting requirements of Regulation K of the

Board of the Governors (12 C.F.R. § 211.24(f)). As a result, ABN AMRO and the Branches:

(1) failed to adequately document, report, and follow up on negative findings from certain

internal audits; (2) failed to produce negative audit findings in a timely manner to the U.S.

Supervisors, and to appropriate internal governing bodies; (3) failed to follow-up on inquiries

referred to the New York Branch from overseas offices regarding compliance with U.S. law;

(4) overstated to internal auditors, compliance personnel, and the U.S. Supervisors the extent of

due diligence efforts undertaken by certain branches outside the United States with respect to

high risk correspondent banking customers; and (5) failed to escalate the “special procedures”

for review outside of the trade processing business or reporting line;

WHEREAS, to address the unsafe and unsound practices described above, ABN

AMRO must continue to implement improvements in its oversight and compliance programs

with respect to United States law in all countries in which ABN AMRO branches or affiliates do

business that is in whole or in part governed by United States law, and must undertake specific

additional measures to further improve oversight and compliance in the Branches and other U.S.

offices of ABN AMRO;

WHEREAS, the unsafe and unsound practices described above also warrant the

separate assessment of civil money penalties by the Board of Governors under section 8(i)(2)(B)

of the Federal Deposit Insurance Act, as amended (12 U.S.C. § 1818(i)(2)(B)) (the “FDI Act”),

the NYSBD pursuant to Section 44 of the NYBL, the IDFPR pursuant to the authority provided

under Section 18 of the Foreign Banking Office Act, (205 ILCS 645/1 et seq.) and Section 48 (8)

of the Illinois Banking Act, (205 ILCS 5/1 et seq.), OFAC, and the U.S. Department of the

Treasury’s Financial Crimes Enforcement Network (“FinCEN”);

Laws of The Netherlands

WHEREAS, DNB is entrusted with the task of supervising financial institutions

such as ABN AMRO pursuant to Section 4 of the Bank Act 1998 (in Dutch: “Bankwet 1998”)

and the Act on the Supervision of the Credit System 1992 (in Dutch: “Wet toezicht kredietwezen

1992”);

WHEREAS, DNB has concluded that the unsafe and unsound practices referred

to in A. and B. above also constitute failures to duly comply with the rules referred to in Sections

22 and 22a of the Act on the Supervision of the Credit System 1992 (in Dutch: Wet toezicht

kredietwezen 1992) and warrant the issuance of a direction (in Dutch: aanwijzing) under Section

28 of such Act on the course of action to be pursued by ABN AMRO in respect of the matters

specified in this Order; the course of action DNB requires ABN AMRO to take is set out in

Paragraphs 1, 2, 6, 7, 8, 9, 10, and 11 of this Order;

WHEREAS, the measures required by the Supervisors have been discussed with

ABN AMRO prior to the issuance of this Order, in conformity with the requirements of

Netherlands law. By countersigning this document, ABN AMRO confirms (i) that the decision

(in Dutch: besluit) to issue a direction (in Dutch: aanwijzing) has been sufficiently substantiated

within the meaning of sections 3:46 and 3:48 of the Dutch General Administrative Law Act (in

Dutch: Algemene wet bestuursrecht), (ii) that it is aware of and understands each of the measures

it is required to take pursuant to this Order, and (iii) that none of the measures gives rise to any

doubt as to its scope, substance or other aspects;

WHEREAS, the direction (in Dutch: aanwijzing) qualifies as a decision (in

Dutch: besluit) within the meaning of section 1:3(1) of the Dutch General Administrative Law

Act (in Dutch: Algemene Wet Bestuursrecht);

WHEREAS, the use of the English language in this Order is appropriate in

accordance with Section 2:6 of the Netherlands General Administrative Law Act. By signing this

document, ABN AMRO recognizes that the use of the English language is appropriate. In

DNB’s opinion the interests of third parties are not harmed by not using the Dutch language

because the use of the English language is widely recognized as standard in similar matters;

WHEREAS, DNB must point out that every interested party (in Dutch:

belanghebbende) is entitled to file an objection (in Dutch: bezwaar) against the decision (in

Dutch: besluit) to issue a direction (in Dutch: aanwijzing) within the meaning of section 28 of the

Act on the Supervision of the Credit System by sending in a writ of objections (in Dutch:

bezwaarschrift) to DNB within six weeks after DNB having sent this decision to ABN AMRO.

This decision has been sent to ABN AMRO on December 19, 2005; and

WHEREAS, by signing this document ABN AMRO confirms that it has informed

DNB that it will not use its right to file an objection against this decision;

Laws of the United States

WHEREAS, the Board of Governors issues this Order pursuant to section 8(b) of

the FDI Act (12 U.S.C. § 1818(b)); the IDFPR issues this Order pursuant to Section 18 of the

Foreign Banking Office Act, (205 ILCS 645/1 et seq.) and Section 48 (6)(b) of the Illinois

Banking Act, (205 ILCS 5/1 et seq.); and the NYSBD issues this Order pursuant to Section 39 of

the New York Banking Law;

WHEREAS, on December 19, 2005, the Managing Board of ABN AMRO

adopted a resolution:

A. authorizing and directing Rijkman W.J. Groenink, Chairman of ABN AMRO, and

Joost Ch.L. Kuiper to enter into this Order, on behalf of ABN AMRO, the New York

Branch, and the Chicago Branch consenting to compliance by ABN AMRO, the New

York Branch, the Chicago Branch, and their institution-affiliated parties, as defined in

sections 3(u) and 8(b)(4) of the FDI Act (12 U.S.C. §§ 1813(u) and 1818(b)(4)), with

each and every provision of this Order;

B. waiving any and all rights that ABN AMRO, the New York Branch and the

Chicago Branch may have pursuant to 12 U.S.C. §§ 1818 and 1847 or 12 C.F.R. Part

263, Section 25 of the Illinois Administrative Procedure Act, (5 ILCS 100/1-1 et seq.), or

otherwise:

(i) to the issuance of a Notice of Charges and of Hearing on any matter set

forth in this Order;

(ii) to a hearing for the purpose of taking evidence of any matters set forth in

this Order;

(iii) to judicial review of this Order; and

(iv) to challenge or contest, in any manner, the basis, issuance, validity, terms,

effectiveness or enforceability of this Order or any provision hereof;

NOW, THEREFORE, before the filing of any notices, or taking of any testimony or

adjudication of or finding on any issues of fact or law herein, and without this Order constituting

an admission or denial by ABN AMRO, the New York Branch, or the Chicago Branch of any

allegation made or implied by the Supervisors in connection with this matter, and solely for the

purpose of settling this matter without a formal proceeding being filed and without the necessity

for protracted or extended hearings or testimony and pursuant to the aforesaid resolution:

I. ENHANCED U.S. LAW COMPLIANCE PROGRAM

IT IS HEREBY ORDERED by the Supervisors that:

1. Within 90 days of this Order, ABN AMRO shall submit to the Supervisors an

acceptable enhanced global regulatory compliance program (“U.S. Law

Compliance Program”) for all matters related to global compliance with the

applicable state and federal laws of the United States (“U.S. Laws”), in particular,

the laws and regulations set forth in this Order. The U.S. Law Compliance

Program may include elements from existing or already proposed compliance

systems.

Management and Governance

A. The management and governance structure of the U.S. Law Compliance

Program shall include, at a minimum:

i. Designation of a committee of ABN AMRO’s Supervisory Board (which

could be a new committee or the existing Supervisory Board Compliance

Oversight Committee)(“Supervisory Board Compliance Committee”) to

be responsible for overseeing the U.S. Law Compliance Program; this

committee shall ensure that periodic and other reports are provided to the

Supervisory Board, and shall review all significant compliance incidents.

The committee shall promptly receive information about significant

compliance-related incidents, including how these incidents are resolved,

and ensure that information about such incidents is included in its periodic

reports to the Supervisory Board;

ii. designation of a high ranking executive (“Chief Compliance Officer”) to

be responsible for the U.S. Law Compliance Program. The Chief

Compliance Officer shall not have responsibility for any business line, and

shall report to the Managing Board, as well as to the Supervisory Board

Compliance Committee, with respect to the U.S. Law Compliance

Program. The Chief Compliance Officer shall be given the authority and

the resources necessary to meet these responsibilities. All decisions

concerning the Chief Compliance Officer’s hiring, appraisal, promotion,

salary, and termination shall be approved by the Managing Board, with the

explicit consent of the Supervisory Board;

iii. a systematic description of the organizational arrangements and control

mechanisms of the U.S. Law Compliance Program, aimed at conducting

the activities in a controlled and sound manner, including interfaces with

non-U.S. offices and affiliates of ABN AMRO.

Integrated Compliance Activities

B. The U.S. Law Compliance Program shall include, at a minimum, the

following elements designed to ensure that ABN AMRO complies with U.S.

Laws, and to ensure that non-U.S. offices and affiliates do not engage in

practices aimed at evading or circumventing ABN AMRO’s compliance

programs and controls in the United States:

i. A detailed analysis of the U.S. law compliance risks arising from ABN

AMRO business conducted within or outside the United States;

ii. policies and procedures for obtaining and acting on, as appropriate, legal

or any other technical advice;

iii. policies and procedures for reporting, as required, to the Supervisors, or, if

relevant, another host country supervisor, or other government agency,

sufficient to ensure compliance with U.S. Laws with respect to any

business conducted by ABN AMRO that is governed in whole or in part

by such laws. To the extent that reporting is limited or prohibited by the

laws of the location where the activity takes place, the policies and

procedures shall require that ABN AMRO use its best efforts to report to

the Supervisors, another host country supervisor, or other government

agency;

iv. the establishment of a compliance reporting system widely publicized

within the organization and integrated into any other general reporting

systems provided for by ABN AMRO that employees use to report known

or suspected violations of law or bank policy concerning U.S. Laws,

including a process for resolving or escalating the reported violations or

apparent violations;

v. general guidelines that will specifically contain prescriptive criteria related

to (a) compliance with U.S. Laws addressing cross-border payment

processing procedures; and (b) due diligence concerning customers who

directly or indirectly utilize the dollar clearing and other services,

including advising or confirming with respect to letter of credit

transactions, of ABN AMRO in the United States;

vi. strategies for training employees in compliance issues appropriate to the

employee’s job responsibilities on an ongoing or periodic basis which will

cover specifically, whenever appropriate, compliance with U.S. Laws;

vii. new product and process approval procedures designed to ensure that

consideration is given to the applicability of U.S. laws and regulations,

and that an adequate control infrastructure is developed and implemented

to ensure compliance with any applicable U.S. laws and regulations;

viii. standards for employee performance appraisals (including compensation

reviews) that take into account the employee’s role in ensuring ABN

AMRO’s full compliance with U.S. Laws and the reporting of compliance

incidents when discovered or suspected; and

ix. standards for and implementation of ongoing compliance testing and risk

assessment procedures.

Global Compliance Audit and Ongoing Reviews

C. The U.S. Law Compliance Program shall also include, at a minimum:

i. An audit program that will require regular audits by internal auditors of

ABN AMRO to identify and propose the correction of any deficiencies

relating to U.S. Laws. The deficiencies may relate to violations of U.S.

Laws or to procedures designed to circumvent the compliance systems of

ABN AMRO’s U.S. operations;

ii. a requirement that all internal audits under the U.S. Law Compliance

Program be executed and delivered in accordance with industry standards,

and result in written reports that will contain a formal rating and opinion

on the effectiveness of internal controls and on compliance with applicable

U.S. laws and regulations;

iii. systems and procedures to monitor the status and evaluate the

effectiveness of corrective action taken to address weaknesses identified

by audit and compliance personnel, or by the Supervisors. Such

procedures shall include a mechanism to ensure that significant risk

weaknesses identified are periodically brought to the attention of the

Managing Board and the Supervisory Board Compliance Committee,

together with accompanying management comments (plans for corrective

action and timelines), as well as to be reported to the Audit Committee of

the Supervisory Board;

iv. on at least an annual basis, in conjunction with audit(s) of the U.S. Law

Compliance Program or otherwise, a review of ABN AMRO’s policies

and procedures and the implementation of changes that are appropriate to

ensure that the U.S. Law Compliance Program is functioning effectively to

minimize the incidence of compliance problems covered by this Order,

and to effectively detect, correct, and report such problems when they

occur; and

v. a regimen for the periodic and ongoing assessment by business areas of

the effectiveness of U.S. Law Compliance Program implemented pursuant

to Part I of this Order, and reports to the Chief Compliance Officer of the

results of such self assessments together with plans for addressing issues

uncovered in such reviews, and oversight by the Supervisory Board

Compliance Committee, which shall focus on the implementation and

effectiveness of the plans proposed and implemented by business areas.

II. HEAD OFFICE OVERSIGHT

IT IS FURTHER ORDERED by the Supervisors that:

2. Within 60 days of this Order, ABN AMRO shall submit to the Supervisors an

acceptable written plan to strengthen oversight of the management of the

Branches within the structure of ABN AMRO’s global operations. The plan shall,

at a minimum, set forth:

A. The actions that ABN AMRO’s head office management and U.S.

management will take to improve its oversight of the Branches and maintain

effective control over and supervision of the Branches’ senior management,

operations, and activities, including obtaining information sufficient to assess

management’s adherence with applicable written plans, policies, procedures,

and programs;

B. the responsibility of ABN AMRO’s head office management and U.S.

management to ensure that the Branches’ policies and procedures are tailored

to its operations, and adequately address its activities;

C. the responsibility of ABN AMRO’s head office management to ensure that

the Branches’ operations are conducted in a safe and sound manner by

enforcing adherence to the Branches’ anti-money laundering policies and

procedures, particularly those relating to its compliance function, and by

overseeing activities of the Branches; and

D. the responsibility of ABN AMRO’s head office management to monitor

exceptions to approved policies and procedures.

III. THE BRANCHES’ ACTIVITIES AND OVERSIGHT

IT IS FURTHER ORDERED by the U.S. Supervisors that:

Continued Compliance with Existing Written Agreement

3. ABN AMRO and the New York Branch shall continue to implement the programs

and plans required by the July 2004 Written Agreement that were submitted to the

Reserve Banks, the NYSBD and the IDFPR with respect to Anti-Money Laundering

Compliance (Paragraph 1), Independent Testing and Audit (Paragraph 2), Training

(Paragraph 3), and Suspicious Activity Reporting and Customer Due Diligence

(Paragraph 4) of the Written Agreement, as required by Paragraph 6 of the Written

Agreement. In addition, ABN AMRO and the New York Branch shall fully

implement additional recommendations and address the criticisms noted in the

Examination Letter from the Federal Reserve Bank of New York and the New York

State Banking Department to ABN AMRO, dated October 3, 2005, particularly those

relating to ABN AMRO’s customer due diligence program and transaction

monitoring programs. If the Board of Governors, the NYSBD or the IDFPR request

changes to those programs, ABN AMRO and the New York Branch shall submit an

acceptable plan to implement those changes within 60 days of notification.

4. ABN AMRO and the New York Branch shall continue to submit reports as required

by Paragraph 7 of the Written Agreement.

5. Except as incorporated by reference in Paragraphs 3 and 4 of this Order, upon the

effective date of this Order, the Written Agreement is terminated and the terms of this

Order are substituted in its place.

IT IS FURTHER ORDERED by the Supervisors that:

Management Plan

6. Within 60 days of this Order, ABN AMRO shall submit to the Supervisors a written

plan to improve the effectiveness of the management structure of the Branches. The

primary purpose of the management plan shall be to aid in the development of an

effective management oversight structure and control environment for both business

and compliance purposes. The management plan shall, at a minimum, include:

A. An assessment of the effectiveness of the control infrastructure, corporate

governance and organizational structure of the Branches within the structure

of ABN AMRO’s U.S. operations, including management supervision,

internal controls, reporting lines, duties performed by each officer and

employee, and compliance with applicable federal and state laws and

regulations consistent with the U.S. Law Compliance Program set forth in Part

I of this Order;

B. an organization chart, reflecting both direct and indirect reporting lines,

detailing the management structure for the ABN AMRO organization in the

United States, including the Branches, that sets forth:

i. the reporting lines within each of the Branches;

ii. reporting lines to each of the Branches from other ABN AMRO offices or

officials;

iii. reporting lines from the Branches to other ABN AMRO offices or

officials; and

iv. the names and qualifications of the individuals in charge of each business

line or control function in each of the Branches;

C. the development and adoption of escalation procedures relating to activities of

the Branches designed to ensure that material issues are reported to

appropriate committees and senior management of ABN AMRO outside of

the respective business lines, and that appropriate corrective action is taken;

and

D. the development of processes designed to ensure that any strategic or business

line includes full due diligence and a sound strategic implementation plan that

incorporates appropriate oversight, controls, compliance, and risk

monitoring/reporting.

Internal Audit

7. ABN AMRO and the Branches shall continue to develop and improve the internal

audit programs for the Branches. Within 60 days of the Order, ABN AMRO and

the Branches shall jointly submit to the Supervisors acceptable enhanced written

internal audit policies and procedures that shall, at a minimum, address, consider,

and include:

A. Procedures to evaluate the Branches’ compliance with applicable laws and

regulations for each audit area consistent with the U.S. Law Compliance

Program set forth in Part I of this Order;

B. policies and procedures for an ongoing program to provide quality assurance

evaluations of the internal audit program;

C. procedures for the periodic submission directly to ABN AMRO’s audit

committee of all high risk audit issues or deficiencies, regardless of the format

in which the issue or deficiency is documented;

D. procedures designed to ensure that Supervisors are given access to internal

audit work products, including, but not limited to, all interim reports and final

reports. For this purpose, interim reports include, at a minimum, any report

that has been completed by Internal Audit for submission to management,

regardless of whether subsequent reports are modified based on comments

from management; and

E. procedures for the establishment of a process to monitor the status and

designed to ensure effective follow-up of corrective action taken to address

weaknesses identified by audit and compliance personnel, or the Supervisors,

and establish procedures to conduct targeted audits to evaluate remedial

action.

OFAC Compliance

8. Within 60 days of this Order, ABN AMRO shall submit to the Supervisors an

acceptable written plan, consistent with the U.S. Law Compliance Program set

forth in Part I of this Order, that includes:

A. Procedures designed to ensure that issues relating to compliance with OFAC

regulations (31 C.F.R. Chapter V), or any guidelines issued or administered

by OFAC, that arise in connection with operations of the Branches or other

U.S. offices of ABN AMRO, or that otherwise come to the attention of

personnel of the Branches or other offices of ABN AMRO, are escalated to

the appropriate compliance personnel;

B. procedures designed to ensure that any violations or apparent violations of

regulations issued by OFAC are promptly reported and addressed;

C. the designation of a compliance official who has appropriate expertise in

OFAC compliance for the Branches;

D. procedures designed to ensure that the compliance program of the Branches is

adequately staffed and funded with respect to OFAC compliance; and

E. strategies for training of both U.S. and non-U.S. employees in OFAC issues

appropriate to the employee’s job responsibilities on an ongoing basis,

especially with regard to cross border United States dollar payment processing

procedures.

9. ABN AMRO shall continue to cooperate in providing information responding to

any ongoing OFAC inquiries on the effective date of this Order, consistent with

the cooperation it has provided to date in those inquiries.

MISCELLANEOUS

10. The program, plans, and policies and procedures required by Paragraphs 1, 2, and

7-8 of this Order shall be submitted to the Supervisors for review and approval.

Programs, plans, and policies and procedures required by Paragraphs 1, 2, and 6-8

shall be submitted within the time periods set forth in this Order. ABN AMRO

and the Branches shall adopt the approved programs, plans and policies and

procedures within 10 days of approval by the Supervisors unless otherwise set

forth in a schedule of implementation included in the acceptable program, plan, or

policies and procedures. During the term of this Order, the approved programs,

plans and policies and procedures shall not be amended or rescinded without the

prior written approval of the Supervisors, or U.S. Supervisors, as applicable.

11. Within 20 days of the end of each month following the date of this Order, ABN

AMRO and the Branches shall jointly submit to the Supervisors written progress

reports detailing the form and manner of all actions taken to secure compliance

with the provisions of this Order, and the results thereof. The Supervisors may, in

writing, discontinue the requirement for progress reports or modify the reporting

schedule.

12. The provisions of this Order shall not bar, estop or otherwise prevent any of DNB,

or any agency or department of The Netherlands, the Board of Governors, IDFPR,

and the NYSBD or any other U.S. federal or state agency or department from

taking any other action affecting ABN AMRO or any of its current or former

subsidiaries, or affiliates.

13. Each provision of this Order shall remain effective and enforceable according to

the laws of The Netherlands, the United States of America, and the States of

Illinois and New York, until stayed, modified, terminated or suspended by DNB,

the Board of Governors, the IDFPR, and the NYSBD, as applicable. ABN

AMRO may apply to DNB, the Board of Governors, the IDFPR and the NYSBD

to have this Order terminated, modified or amended.

14. No amendment to the provisions of this Order shall be effective unless made in

writing by DNB, the Board of Governors, the IDFPR and the NYSBD, as

applicable, and by ABN AMRO.

15. The provisions of this Order shall be binding on ABN AMRO, its institution-

affiliated parties, as defined by 12 U.S.C. §§ 1813(u) and 1818(b)(4) of the FDI

Act, and ABN AMRO’s successors and assigns.

16. No representations, either oral or written, except those provisions as set forth

herein, were made to induce any of the parties to agree to the provisions as set

forth herein.

17. Notwithstanding any provision of this Order, DNB, the Board of Governors, the

IDFPR and the NYSBD may, in their discretion, grant written extensions of time

to ABN AMRO to comply with any provision of this Order.

18. The Board of Governors delegates to the Reserve Banks the authority to approve

the programs, plans or policies and procedures submitted pursuant to Paragraph

10, above.

19. All communications regarding this Order shall be addressed to:

(a) Mr. Arnold Schilder Executive Director De Nederlandsche Bank N.V. Westeinde 1 1017 ZN Amsterdam The Netherlands

(b) Scott G. Alvarez, Esq. General Counsel Board of Governors of the

Federal Reserve System 20th & C Streets, NW Washington, DC 20551

(c) Mr. Robert A. O’Sullivan Senior Vice President Federal Reserve Bank of New York 33 Liberty Street New York, NY 10045

(d) Ms. Catharine Lemieux, Ph. D. Senior Vice President Federal Reserve Bank of Chicago 230 North LaSalle St. Chicago, IL 60604

(e) Mr. Scott D. Clarke Assistant Director IDFPR, Division of Banking 500 East Monroe Street Springfield, Illinois 62701

(f) Mr. Michael J. Lesser Deputy Superintendent New York State Banking Department One State Street New York, NY 10004

(g) ABN AMRO Bank N.V. ABN AMRO Bank N.V. - - New York Branch ABN AMRO Bank N.V. - - Chicago Branch Carin Gorter Group Compliance Gustav Mahlerlaan 10, Amsterdam P.O. Box 283 (HQ 9156) 1000 EA Amsterdam The Netherlands

By order of De Nederiandsche Bank (with respect to all Paragraphs except

Paragraphs 3-5), the Board of Governors of the Federal Reserve System, the Illinois Department

of Financial and Professional Regulation and the New York State Banking Department, effective

this 19th day of December 2005.

ABN AMRO BANK N.V.

By: (signed) Rijkman W.J. Groenink Chairman of the Managing Board By: (signed)

Joost Ch.L. Kuiper Member of the Managing Board

ABN AMRO BANK N.V. New York Branch

By: (signed) Rijkman W.J. Groenink Chairman of the Managing Board

By: (signed) Joost Ch.L. Kuiper Member of the Managing Board

ABN AMRO BANK, N.V. Chicago Branch By: (signed) Rijkman W.J. Groenink Chairman of the Managing Board By: (signed) Joost Ch.L. Kuiper Member of the Managing Board

DE NEDERLANDSCHE BANK N.V.

By: (signed) Arnold Schilder Executive Director

BOARD Of GOVERNORS OF THE FEDERAL RESERVE SYSTEM

By: (signed) Jennifer J. Johnson Secretary of the Board

NEW YORK STATE BANKING DEPARTMENT

By: (signed) Diana L. Taylor Superintendent of Banks

ILLINOIS DEPARTMENT OF FINANCIAL AND PROFESSIONAL REGULATION

By: (signed) Scott D. Clarke Assistant Director Division of Banking

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